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RSE/BBSRC Enterprise Fellowships Terms and Conditions

The following instructions should be read carefully alongside the Q&A before completing the application form.

A. The Terms and Conditions are an integral part of the application form.B. Applicants must register online before downloading and completing the application form.C. The completed form must be returned to the Awards Manager by 5.00 pm on the

closing date of 26 April 2017. An electronic version (in WORD format) must be e- mailed to re s fe ll s @ theRSE.o r g. u k

D. CVs are not required.E. The two Referees' report forms should also be completed electronically, signed and

returned to the Awards Manager by 5.00 pm on the closing date. If an electronic signature is not available a signed hard copy is also required. Please send to the Awards Manager using the e-mail address above or post to Mrs Anne Fraser, Royal Society of Edinburgh, 22-26 George Street, Edinburgh, EH2 2PQ.

F. A declaration of any Conflict of Interest should be completed by both referees or any third party directly involved in the Enterprise Fellowship e.g. private company.

G. Application forms and referees' reports will only be acknowledged if requested.H. The completed application form and referees’ reports are strictly confidential.I. We would be grateful if the Equal Opportunities Monitoring Form could also be

completed and returned with the application form to the Awards Manager.

DEFINITIONS

In these Regulations, the following words shall have the following meanings:

"Intellectual Property Rights" or "IPRs" means any and all intellectual property or industrial rights of any description anywhere in the world including any patents, trademarks, domain names, registered designs, copyright (including rights in computer software, object and source code), rights in the nature of copyright, database rights, semi-conductor topography rights, unregistered design rights, rights in and to trade names, business names, product names and logos, inventions, databases, discoveries, specifications, formulae, processes, know how, trade secrets, confidential information and any analogous or similar right in any jurisdiction (whether such rights referred to in this definition are registered, unregistered, able

The Royal Society of Edinburgh, Scotland’s National Academy, is Scottish Charity No. SC000470

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to be registered or not) and any applications or rights to apply for registration of any of them, any and all divisions and continuations of said applications and the right to claim priority from any of the applications together with any registered rights resulting from any such applications or rights to apply for registration.

"IPR Owner" means the owner of the intellectual property rights necessary for the conduct of the Fellowship or the formation of a business by the Fellow as a result of the Fellowship. The owner can be the Applicant him/herself, the Host Institution including without limitation any of its subsidiaries or agents who own the IPR or any third parties owning the IPR relevant to the Fellowship. The applicant should consult with the Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent to confirm the IPR Owner of any Intellectual Property Rights related to the Fellowship.

“Background Intellectual Property Rights” or “Background IPRs” means any Intellectual Property Rights needed in order for the Enterprise Fellow to exploit the Foreground Intellectual Property Rights.

“Foreground Intellectual Property Rights” or “Foreground IPRs” means any Intellectual Property Rights created, developed, produced or made by the Enterprise Fellow during the course of and funded as part of the Enterprise Fellowship, including the results of the Enterprise Fellowship.

“Option”, means a promise to negotiate a further agreement to allow access to Background IPRs and Foreground IPRs to the Fellow’s Nominee (by a license; exclusive, non-exclusive or sole or assignment of the IP). This further agreement will be negotiated timely upon reaching of the milestones of the Commercialisation Plan.

“Commercialisation Plan” means a plan of action to commercialise Background and/or Foreground IPRs agreed between the Fellow and the Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent. The commercialisation plan will include the actions to be undertaken by the Fellow in line with the Fellowship requirements (such as creating a business plan) with appropriate input and support from the Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent. The plan will be revised and updated during the quarterly meetings between the Fellow and the Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent to reflect the unfolding best route to market.

“Fellow’s Nominee” means a Nominee designated by the Fellow to exercise the Option by negotiating the terms of a further agreement (which may, for example, be a company started by the Enterprise Fellow, a third party company or another entity).


REGULATIONS

PURPOSE OF THE FELLOWSHIP

1. The Royal Society of Edinburgh and the Biotechnology and Biological Sciences Research Council (BBSRC) support Enterprise Fellowships with the objective of increasing exploitation of ideas with commercial potential from BBSRC-funded research. The Enterprise Fellowships are designed to enable an individual to advance the commercialisation of existing research outcomes or technological developments, whilst also receiving formal training in relevant business skills. While the programme’s main objective is to support the formation of spin-out companies, other routes to market might sometimes become more appropriate during the course of the Fellowship.

2. The Fellow is expected to play an important (though not necessarily the leading) role in developing a new business, building on previously funded BBSRC research, around a technological idea developed by the Fellow (either individually or with others).

3. The Fellow may incorporate a company related to the Enterprise Fellowship before, during or after the year of his/her Enterprise Fellowship.

4. Upon receipt of the award and before the commencement of the Fellowship, the Fellow and Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent will arrange a minuted meeting to discuss the IPRs related to the Enterprise Fellowship, the cooperation with the Fellows, possible routes to commercialisation leading to a draft Commercialisation Plan.

5. Where appropriate, there will also be regular, at least quarterly minuted meetings to discuss the progress of cooperation, assessing which milestones of the Commercialisation Plan have been reached and if updates to the Commercialisation Plan are needed. The Fellow is responsible for arranging these meetings with the Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent. The Host Institution shall provide the minutes at the RSE’s request.

6. Whenever possible, the Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent representative may be invited to attend the mid-term review and final presentations of the Fellow.

7. Successful applicants will be required to meet with the participating business training provider prior to the start of the Fellowship. Fellows are expected to attend all the elements of the training and complete any requested assignments.

INTELLECTUAL PROPERTY RIGHTS

8. It is acknowledged that the Background IPRs necessary to advance the commercialisation of the research related to this Enterprise Fellowship may require to be obtained from various sources. The Fellow and the Host Institution shall regularly meet to discuss the Fellow’s requirements with regards to IPRs throughout the Enterprise Fellowship (clauses 4 and 5 of these Regulations).


1) Where the Fellow is the sole owner of the Background IPRs in the technology field relevant to the Enterprise Fellowship, these rights remain with the Fellow.

2) Where the Background IPRs are owned by third parties different from the Host Institution (e.g. a different University, its subsidiary or a company, etc.), they remain with the third party. The Host Institution must facilitate access and negotiation to these third party Background IPRs to the Fellow, prior to the commencement of the Fellowship. The Host Institution shall provide evidence of the right to exploit the Background IPRs at the RSE’s request.

3) Where the Host Institution solely owns or has the right to exploit the Background IPRs in the technology field relevant to this Enterprise Fellowship, these rights must be made available to the Fellow’s Nominee:

a) Upon acceptance of the Enterprise Fellowship award, the Host Institution grants an exclusive Option to negotiate the acquisition of the rights to exploit all or any part of the Background Intellectual Property Rights as defined in paragraph 18 of the application form for the express purpose of exploitation of all or any part of the Foreground IPRs to the Fellow’s Nominee. The Option is granted for the period of 36 months from the date of commencement of the Fellowship.

b) The Option will be exercised timely upon reaching of the milestones of the Commercialisation Plan as agreed according to clauses 4 and 5 of these Regulations. In negotiating the terms of the further agreement to the acquisition of the rights to the Background Intellectual Property Rights, the parties will act reasonably and in good faith.

9. The Foreground IPRs created by the Fellow in the course of the Enterprise Fellowship belong to the Host Institution but must be made available to the Fellow’s Nominee:

a) Upon acceptance of the Enterprise Fellowship award, the Host Institution grants an exclusive Option to negotiate the acquisition of the rights to exploit all or any part of the Foreground Intellectual Property Rights as defined in paragraph 18 of the application form to the Enterprise Fellow’s Nominee. The Option is granted for the period of 36 months since the date of the commencement of the Fellowship.

b) The Option will be exercised timely upon reaching of the milestones of the Commercialisation Plan as agreed according to clauses 4 and 5 of Terms and Conditions. In negotiating the terms of the further agreement to the acquisition of the rights to the Foreground Intellectual Property Rights, the parties will act reasonably and in good faith.

c) The Foreground Intellectual Property created by the Fellow cannot be offered by the Host Institution to third parties other than the Fellow for 36 months from the date of commencement of the Fellowship.

10. The rights to exploit the Background and Foreground IPRs for research and academic purposes remain with the Host Institution.


11. If the Background and/or Foreground IPRs which are the subject of an Enterprise Fellowship have not yet been protected, then the RSE requires the IPR Owner to take all reasonable

steps to protect the IPR arising from this research having regard to the appropriate exploitation route for the Fellowship. This can include patenting or otherwise asserting or protecting these rights but may also include maintaining the IPRs as confidential.

12. The Host Institution agrees that it will enter into appropriate confidentiality agreements with the Enterprise Fellow and potential investor, business mentor, advisor or other third party to allow the Enterprise Fellow to disclose information relating to the research, including the IPR to such third parties.

ELIGIBILITY

13. The Enterprise Fellowships must be undertaken within a UK HEI or similar academic institution including Institutes in receipt of strategic funding from BBSRC and, on conclusion of the Fellowship, applicants must intend to commercialise the project within the UK. The Enterprise Fellowships will be available to academic and research staff, postdoctoral researchers and postgraduates with relevant experience.

14. Applications may be submitted on any subject that falls within the remit of BBSRC (further information can be found at www.bbsrc.ac.uk/research/science-remit/) provided that the original research or technological developments draw substantially from research that has been funded by BBSRC. You will need to be able to demonstrate that your proposal draws substantially on the outputs of a previous peer reviewed research grant or other type of BBSRC investments in a timely manner.

15. Underlying these aims is our belief in valuing the diversity of our employees and stakeholders in the scientific community. We are committed to creating a culture that promotes an inclusive research community, where diverse talent is used to advance discovery, develop skills and knowledge and drive innovation in the UK. BBSRC strives to make decisions based on individual merit and ability and does not discriminate on the grounds of gender, disability, age, race/ethnicity, religion or philosophical belief or sexual orientation. http://www.bbsrc.ac.uk/about/equality-diversity/

APPLICATION

16. Applicants must provide a completed application form based on an identified technology idea, research topic or innovation, comprising description of:

The proposed business The market to be addressed, competitive advantage and intended customers The team, partnerships and connections What will be achieved during the period of the Fellowship The research, technology or innovation underpinning the proposed business

and information on previous funding Details of specified Background IPRs and/or Foreground IPRs, which it is envisaged will

be required to ensure the project can be commercialised and which are subject to clauses 8 through 12 of the Regulations


http://www.bbsrc.ac.uk/about/equality-diversity/

http://www.bbsrc.ac.uk/research/science-remit/

The extent to which the research, technology or innovation has been developed such that it is ready to be taken up by the users and/or the market

Evidence that the proposed business offering is a solution that could be commercially successful or impact on policy and society.

The form also requests that you provide evidence of why you are the right person to take forward the business opportunity.

17. Applicants for the Enterprise Fellowships will be expected to negotiate their appointment directly with the relevant Head of Department of the proposed host institution and/or the Technology Transfer Office, Research Office or equivalent. Please note that this is NOT the RSE's responsibility. The application form must be countersigned by an appropriate administrative officer e.g. Finance Officer, and by the Head of the Department of the proposed institution to confirm willingness to accept the Fellowship and their participation as an employing institution.

18. The Host Institution is required to countersign the application form to confirm its willingness for any Background IPRs and Foreground IPRs to be made available to the Enterprise Fellow’s Nominee by an exclusive Option as detailed within clauses 8 through 12 of Terms and Conditions. The signatories for the Host Institution must be the Commercialisation Office, Technology Transfer Office or equivalent.

Note: The applicant is expected to discuss their intention to apply for an Enterprise Fellowship with the Host Institution’s Commercialisation Office, Technology Transfer Office or equivalent at the earliest opportunity and no later than 6 weeks before the application closing date. In some cases the due diligence necessary to clarify the IP position of the invention might take a long time. If the IP position cannot be clarified before the application deadline, the applicant might be advised to postpone their application to the next round.

19. It should be noted that a completed application form will contain four signatures in addition to the applicant’s signature.

SELECTION

20. Selection will be by open competition run by a Selection Committee chosen by Royal Society of Edinburgh. The members of the Selection Committee will have signed appropriate confidentiality agreements. Short-listed candidates will be required to present their proposal for commercialisation to the Selection Committee. The Selection Committee’s decision is final.

21. The closing date for completed application forms is 5pm on 26 April 2017. Applicants must ensure that their referees send confidential reports, on the forms provided, directly to the Awards Manager at the Royal Society of Edinburgh. These reports should also be returned by the closing date. At least one reference should be by an academic member of staff.

22. Short-listed candidates will be called for interview. Candidates must be available to attend the interview or they will not be considered. A Skype interview will be considered depending


on circumstances; however alternative interview dates cannot be requested.

23. If a material change in the applicant's circumstances should occur after submitting the application, please notify the awards manager in writing or by email. Applicants are asked not

to telephone the RSE's offices to enquire about the progress of specific applications.

24. Applicants are asked to inform the Awards Manager of any change of address, or provide a contact address for future correspondence, if they do not expect to be available after the closing date at the correspondence address specified on the application form.

OPERATION OF THE FELLOWSHIP

25. The Enterprise Fellowship is usually tenable for a period of one year; however there is an opportunity to undertake a more flexible Fellowship up to 50% part-time. This flexible option will be approved on the basis of your application considering the timing to market, the advancement of the technology and personal circumstances. Applicants are asked to address the following:-

a) The timing to market for the technologyb) How advanced the technology is i.e. is further development needed before your technology is ready for the market.c) How your personal circumstances require a flexible Fellowship to be undertaken on a part-time basis

If a PhD student is offered an Enterprise Fellowship it is a requirement of the award that his/her thesis must be submitted before he/she starts the Fellowship. Neither the Fellow nor the Host Institution shall assign or sub-contract any portion of the Fellowship.

26. The salary for the Enterprise Fellowships will be within the scales for Research staff in Higher Education Institutions, currently in the range £26,052 - £39,324 (Aug 2016 rates) pro-rata if applicable. Corresponding scales will apply to a Fellowship held in a Research Institute.Depending on circumstances the BBSRC will consider a higher salary where it is fully justified and the host institution demonstrates a financial commitment to the Fellowship, however, please note that this will need to be expressed in a covering letter. Overheads will not be paid and are at the expense of the Host Institution. Superannuation benefits will apply and salaries will be adjusted from time to time to take account of nationally agreed pay settlements.

27. Travel, consumables, equipment and business consultancy support costs up to £5,000 will be reimbursed. An additional business development fund (up to £5,000) may be made available to an Enterprise Fellow on the production of a strong business case. The availability of the additional funds will require to be pre-approved by the RSE and BBSRC after review of the business case. The Enterprise Fellow may be required to attend a meeting to explain the need for the additional funds. Where funds are granted a separate report will be required to explain how they have been used to progress the business idea.

28. Payment to the institution will be subject to satisfactory performance and adherence to the Regulations governing this Fellowship and Commercialisation Plan. A


percentage of payment may be withheld from the institution if the Enterprise Fellow fails to meet the requirements of the Fellowship described in Clause 29 through 31.

REPORTING

29. During the Enterprise Fellowship, Fellows will provide quarterly short reports (to a format provided by the RSE) to enable the RSE and BBSRC to monitor the progress of the Fellowship, identifying the work that has been completed and specifying the work for the next quarter. Fellows are required to give two six-monthly presentations on the progress during the Fellowship.

30. At the end of the Enterprise Fellowship a final presentation is required and a final report must be submitted within 3 months of the completion of the Enterprise Fellowship comprising:

description of the technology or the research underpinning the business idea a full product specification a development plan showing the timescales and costs required to reach a final

production model a strategy for commercialisation a business plan (including a marketing plan and a sales plan) a description of how the project will be progressed

The results of the project will be reviewed by a Committee which may include the Technology Transfer Officer, Research Office or equivalent of the HEI concerned and representatives of BBSRC. The members of this Committee have signed appropriate confidentiality agreements.

31. After completion of the Enterprise Fellowship an annual update is required from the Fellow on the ongoing commercialisation process and achievements for a minimum of 5 years. It is a condition of this award that any transfer of IPR to any commercialising company or other third party must include an express condition that this information be made available to RSE on a yearly basis.

BBSRC DATA PROTECTION STATEMENT

BBSRC processes all personal information in line with the UK Data Protection Act 1998 and the BBSRC Data Protection Policy. Information collected for the purposes of the Enterprise Fellowships Programme will be used as follows:

32. Project summaries and personal data from applications will be transferred to publicly available databases. The following details will be transferred for all funded projects:

title and project summary; institution and department; name of applicant; name of any project partners;


http://www.bbsrc.ac.uk/about/policies-standards/data-protection-policy/

http://www.legislation.gov.uk/ukpga/1998/29/contents

the value of the award; start and end dates and duration of the award.

The BBSRC may use information provided on the proposal form in processing the proposal, any grant awarded and subsequent payment, including maintenance and review processes.

This includes:

registration of proposals operation of BBSRC grants processing and management information systems the preparation of material for use by peer review panels statistical analysis to inform the evaluation of the Fellowship undertaken and the

study of trends policy and strategy studies economic impact

To meet the Research Councils’ obligations for public accountability and the dissemination of information, details of research grants may also be made available on the Research

Councils’ web sites and other publicly available databases, and in reports, documents and mailing lists.

Applicants have the right to opt out if they do not wish their personal data or information that could affect Intellectual Property Rights to be transferred to the databases, and can do so by advising RSE in writing at [email protected]. We also encourage you to contact the RSE if there are any changes to your personal information.

STATE AID

33. The Enterprise Fellowship is intended to support the knowledge exchange and technology transfer activities of the Higher Education Institution or Research Institute in which the research is to be carried out, which are considered to be of a non-economic character in accordance with section 3.1.1 of the Community Framework for State Aid for Research and Development and Innovation (2006) (Community Regulation 2006/C323/01), and as such it does not amount to state aid. It is the responsibility of the Higher Education Institution or Research Institute to ensure that the requirements of section 3.1.1 are met at all times.

The Higher Education Institution or Research Institute must also ensure that in its relations with any spin-out company or other undertaking engaged in economic activity relating to the subject-matter of the Enterprise Fellowship it does not itself grant state aid by passing onto such undertaking the benefit of any aid which has been granted to it under the terms of the Enterprise Fellowship (or if it does that, it complies with the requirements for giving aid to young innovative enterprises or another applicable exemption).

DISPUTE RESOLUTION

34. In the event of any dispute between the Enterprise Fellow and the Host Institution (including, those specifically arising in relation to Background Intellectual Property Rights or Foreground Intellectual Property Rights) then all parties shall attempt to resolve the dispute in good faith


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by negotiation, possibly involving reference to an external mediator and/or external expert, within a timescale specified by RSE in writing. Where this proves unsuccessful, the Enterprise Fellow and Host Institution will refer the matter to the President of the Royal Society of Edinburgh or his/her nominee to determine how the matter should be resolved.

ACCEPTANCE OF REGULATIONS

35. By signing this application form and accepting the grant offer letter both the Host Institution and the applicant for the Fellowship award agree to be bound by the Regulations upon acceptance of the award by the Host Institution. Each of BBSRC and the Royal Society of Edinburgh shall be entitled to enforce these Regulations.

February 2017


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